Transport Service Solutions Agreement

TRANSPORT SERVICE SOLUTIONS AGREEMENT

This Transport Service Solutions Agreement ("Agreement") is made effective as of between:

PARTIES

RECITALS

WHEREAS, Client requires transportation and logistics services for the carriage, handling and delivery of goods and related support services; and

WHEREAS, Service Provider is engaged in the business of providing transport solutions, has represented that it has sufficient experience, personnel, equipment and insurance to perform the Services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform transport services for Client.

SCOPE OF WORK

Service Provider shall provide transport, loading, unloading, staging, tracking and related logistics services as described below. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

PERFORMANCE STANDARDS

Service Provider shall: (a) provide vehicles and equipment that meet all applicable safety, licensing and regulatory requirements; (b) maintain trained personnel and qualified drivers; (c) comply with Client's routing and scheduling instructions provided in writing; and (d) use reasonable measures to protect cargo from loss, damage or delay.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All amounts are payable in United States dollars unless otherwise stated.

Invoices shall be itemized and include shipment identifiers, dates of service, and proof of delivery where applicable. Payment not received within days of invoice date shall incur a late fee equal to of the overdue amount per month, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

The term of this Agreement begins on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, operational and customer information disclosed by one party to the other in connection with this Agreement. Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and agents with a need to know and bound by obligations of confidentiality; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations do not apply to information that is: (i) already known to receiving party without restriction; (ii) lawfully obtained from a third party without breach; (iii) independently developed; or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

INSURANCE, INDEMNITY AND LIABILITY

Service Provider shall maintain at its expense commercial general liability, automobile liability, cargo insurance and workers' compensation insurance with coverages and limits customary in the transport industry and sufficient to cover claims arising out of performance hereunder. Service Provider shall name Client as additional insured on applicable policies and provide certificates of insurance upon request.

Service Provider shall indemnify, defend and hold harmless Client and its affiliates from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Service Provider's negligence, willful misconduct, violation of law, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

Except for willful misconduct or gross negligence, neither party's aggregate liability to the other for any claim arising out of this Agreement shall exceed the fees paid or payable to Service Provider under this Agreement for the twelve (12) month period preceding the event giving rise to the claim.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations, permits and licensing requirements applicable to its performance under this Agreement, including transportation-, safety-, and hazardous-materials-related laws where applicable.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, overnight courier or email with confirmation of receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration conducted in the county of the Client's principal place of business, unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules and executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original for all purposes.

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